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AFFILIATED REGIONAL COMMUNICATIONS v VIACOM Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,164, Plaintiff: AFFILIATED REGIONAL COMMUNICATIONS, State: WI Wisconsin, UniqueCaseRef: DE>CC>00018164, Asset Purchase Agreement, Viacom, Partnership, Arc, Comcast, Hts, General Partner, Obligations, Duties, Complaint, Home Team Sports, Negotiated Breach Provision, Tagalong, Transaction, Comcast Corporation, Affiliated Regional Communications, Injunctive Relief, Whereby Comcast, Document Pursuant, Nondefaulting Partner, Tag Rights, Consummating, Regional Sports Networks, Transaction Contemplating, Negotiations, Castle County, Midwest Sports Channel, Willful Breaches , ContentID: 120240254

Case Documents
1 2000-07-21 VERIFIED COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101023
23 pages
PDF
Total Documents: 1 document , 23 pages
Price: $ 19.95


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1 . VERIFIED COMPLAINT

EXTRACTED KEY WORDS
VIACOM
PARTNERSHIP
ARC
COMCAST
HTS
GENERAL PARTNER
PLAINTIFF
OBLIGATIONS
DUTIES
COMPLAINT
DEFENDANT
HOME TEAM SPORTS
NEGOTIATED BREACH PROVISION
TAGALONG
TRANSACTION
COMCAST CORPORATION
AFFILIATED REGIONAL COMMUNICATIONS
INJUNCTIVE RELIEF
WHEREBY COMCAST
DOCUMENT PURSUANT
NONDEFAULTING PARTNER
TAG RIGHTS
CONSUMMATING
REGIONAL SPORTS NETWORKS
TRANSACTION CONTEMPLATING
NEGOTIATIONS
CASTLE COUNTY
MIDWEST SPORTS CHANNEL
WILLFUL BREACHES
                           IN AND FOR NEW CASTLE COUNTY


AFFILIATED REGIONAL
COMMUNICATIONS, LTD.

                      Plaintiff,

              V                             i     Civil Action No. 1%) bd-NC

VIACOM INC. and COMCAST
CORPORATION,

                      Defendants,           i

HOME TEAM SPORTS LIMITED                    i
PARTNERSHIP,
                                            1
                       Nominal Defendant. )                                             . .
                                                                                _..  "-  .
                                                                                  -1  -"

                                    VERIFIED COMPLAINT

       Plaintiff Affiliated Regional Communications, Ltd. ("ARC.`), by its undersigned

attorneys and upon knowledge as to itself and otherwise upon information and belief, states as

follows for its Complaint against Defendants:

                                    NATURE OF THE ACTION

               1.     This is an action for, among other things, preliminary and permanent

injunctive relief, arising from an asset purchase agreement, dated June 30, 2000 (the "Asset

Purchase Agreement"), whereby Comcast Corporation agreed to purchase Viacom Inc's general

partnership interest in Home Team Sports Limited Partnership ("HTS"  or the "Partnership") and

its interest in Midwest Sports Channel and Midwest Sports Channel Wisconsin (collectively,

"MSC"). By entering into the Asset Purchase Agreement, Viacom has committed egregious



breaches of its fiduciary and contractual duties to HTS' limited partner, ARC, in blatant

disregard of its obligations as the general partner of HTS. These willful breaches were
SNIPPETS:
  • IN AND FOR NEW CASTLE COUNTY
  • VIACOM INC. and COMCAST
  • PARTNERSHIP,
  • Plaintiff Affiliated Regional Communications, Ltd., by its undersigned
  • whereby Comcast Corporation agreed to purchase Viacom Inc's general
  • its interest in Midwest Sports Channel and Midwest Sports Channel Wisconsin (collectively,
  • By entering into the Asset Purchase Agreement,
  • breaches of its fiduciary and contractual duties to HTS' limited partner, ARC, in blatant
  • disregard of its obligations as the general partner of HTS.
  • These willful breaches were
  • undertaken for the sole benefit of Viacom, and to the irreparable detriment of ARC.
  • Agreement in breach of its duties to ARC and the Partnership,
  • Under the Home Team Sports Limited Partnership Agreement,
  • transfer or dispose of its Partnership Interest" (the "Tagalong Right").
  • By structuring the transaction in this manner,
  • agreed to the Negotiated Breach Provision.
  • ARC is entitled to preliminary and permanent injunctive relief enjoining Viacom
  • and Comcast from consummating the transaction contemplated in the Asset Purchase Agreement.
  • sports networks such as HTS and operates regional sports networks similar to HTS.
  • Defendant Comcast is a Pennsylvania corporation with its principal place
  • to provide notice along with a copy of each and every agreement or other document pursuant to
  • The Partnership Agreement also contains a provision permitting a nondefaulting partner to
  • in HTS and asked Viacom if it desired to pursue negotiations regarding the sale of that
  • Viacorn's interest is not cash but, among other things, a series of agreements whereby Comcast
  • otherwise be reasonably satisfied that ARC's Tag Rights
  • through 3 1 of this Complaint as if fully set forth herein.
  • the transaction contemplating the sale of Viacom's entire interest in HTS is
  • deeds of Affiliated Regional Communications, Ltd., I know rhe allegations to be true and
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